H. Gifford Fong
About H. Gifford Fong
H. Gifford Fong, age 80, is an independent director of PrimeEnergy Resources Corporation (PNRG), serving on the Board from May 1994–June 2019 and since June 2020. He is President of Gifford Fong Associates (investment technology consulting) and holds a B.S., MBA, and J.D. from the University of California; he is also the editor of The Journal of Investment Management. His expertise spans transaction valuation, portfolio risk management, and asset management, and he is designated by the Board as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| PrimeEnergy Resources Corporation (PNRG) | Director (Independent) | May 1994–Jun 2019; Jun 2020–present | Audit Committee Chair; designated “audit committee financial expert.” |
| Gifford Fong Associates | President | Not disclosed | Investment technology consulting leadership; valuation and risk expertise cited by PNRG Board. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Journal of Investment Management | Editor | Not disclosed | Editor; frequent author/contributor to trade publications. |
| Gifford Fong Associates | President | Not disclosed | Investment technology consulting firm, Lafayette, CA. |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Fong is independent under Nasdaq and applicable standards. |
| Board leadership | CEO and Chair roles combined (Charles E. Drimal, Jr.); Board has not appointed a Lead Independent Director. |
| Committees | Audit Committee (member; Chair); Board functions as Nominating Committee (Fong participates as one of the independent directors); not on Compensation or Executive Committees. |
| Meetings/attendance (2024) | Board met 3x; Audit met 2x; “All directors attended each of those meetings” of the Board and the committees on which they served. |
| Risk oversight | Audit Committee met with auditors (with/without management), reviewed internal controls, and recommended inclusion of audited financials in 10‑K. |
Committee Assignments and Engagement (2024)
| Body | Role | 2024 Meetings | Attendance |
|---|---|---|---|
| Board of Directors | Director | 3 | 100% (per proxy disclosure for all directors) |
| Audit Committee | Chair; Member | 2 | 100% (per proxy disclosure for all directors) |
| Compensation Committee | Not a member | 1 | N/A (committee composed of Gimbel, Hurt) |
| Executive Committee | Not a member | 3 (plus frequent informal calls) | N/A (committee composed of Drimal, Hurt, Cummings) |
| Nominating (Board acts as) | Participates as independent director | Ad hoc | Participates; independent directors (incl. Fong) act as nominating function |
Fixed Compensation (Director)
| Year | Compensation Element | Amount | Notes |
|---|---|---|---|
| 2024 | Board meeting fee (per meeting) | $10,000 | No committee meeting fees. |
| 2024 | Board meetings attended | 3 | All directors attended all meetings. |
| 2024 | Fees earned (Fong) | $30,000 | As disclosed in Director Compensation table. |
| 2024 | Other director compensation | $0 | No equity, no non‑equity incentive, no deferred comp. |
Performance Compensation (Director)
PNRG pays directors on a per‑meeting cash basis; no performance‑based components are disclosed for directors.
| Performance Component | Metric/Terms | Amount/Status |
|---|---|---|
| Cash bonus (director) | Performance-linked cash | None disclosed ($0). |
| Equity awards (RSUs/PSUs) | Grant date, shares, fair value, vesting | None disclosed ($0). Directors do not receive equity. |
| Stock options (director) | Strike/expiry/vesting | None disclosed ($0). |
| Committee chair premium | Incremental cash retainer | None disclosed ($0). |
| Meeting fees (committee) | Per‑committee meeting fee | None (only Board meeting fees paid). |
Other Directorships & Interlocks
| Company | Type | Role | Committees | Notes |
|---|---|---|---|---|
| None disclosed | Public company | — | — | No other public company directorships disclosed for Fong in PNRG’s proxy. |
Expertise & Qualifications
- Degrees: B.S., MBA, J.D. (University of California).
- Designated audit committee financial expert by the Board/Audit Committee.
- Domain expertise: transaction valuation, portfolio risk management, asset management; editor of JOIM; frequent author.
Equity Ownership
| As of | Holder | Beneficial Ownership (shares) | % of Class | Notes |
|---|---|---|---|---|
| Apr 7, 2025 | H. Gifford Fong | 111,720 | 6.68% | Includes 18,758 shares held by Timothy Fong and 38,640 by Steven Fong for which exclusive voting rights have been granted to Fong; he expressly disclaims dispositive power over those shares. |
Insider Trades / Section 16 Status
| Item | Disclosure |
|---|---|
| Section 16 filing timeliness (2024) | Company states all required Section 16 reports were timely filed for 2024. |
| Late filings noted (2025 YTD) | One late Form 4 for Robert De Rothschild (not Fong) due to administrative error; subsequently filed. |
| Form 4 detail for Fong | No late filings disclosed for Fong; proxy does not enumerate individual Form 4 transactions. |
Related-Party Transactions (Conflict Check)
- Company reported several private-share repurchases in 2024; no related‑party transactions involving H. Gifford Fong were disclosed.
Governance Assessment
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Strengths
- Independent director with deep financial and risk expertise; designated audit committee financial expert and serving as Audit Committee Chair supports financial reporting integrity.
- Strong attendance (Board and committee meetings 100% in 2024) demonstrates engagement.
- Meaningful beneficial ownership (6.68%) aligns interests with shareholders; note that part of reported ownership is based on exclusive voting rights while dispositive power is disclaimed for certain shares.
-
Potential risks / red flags (context for board effectiveness)
- Combined CEO/Chairman role and no Lead Independent Director reduce independent counterbalance at the board level.
- Directors receive only per‑meeting cash fees and no equity; while simple, this reduces equity‑based alignment for independent directors (Fong’s personal shareholding partially mitigates).
- Company discourages but does not have a formal anti‑hedging policy; reliance on insider trading policy may be viewed as a governance gap by some investors.
- Compensation Committee does not use independent compensation consultants (by choice), which may limit external benchmarking rigor; however, scope of director pay is minimal.
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Independence and conflicts
- Board affirmatively determined Fong is independent; no Fong‑related party transactions disclosed; no late Section 16 filings attributed to Fong.
Notes: Director ownership guidelines, pledging/hedging by individual directors, and any director‑specific employment or consulting contracts are not disclosed in the proxy; no executive session frequency disclosure observed.